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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-A/A
AMENDMENT NO. 1
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
BRODERBUND SOFTWARE, INC.
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(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
DELAWARE 94-2768218
(STATE OF INCORPORATION (I.R.S. EMPLOYER
OR ORGANIZATION IDENTIFICATION NO.)
500 REDWOOD BOULEVARD
NOVATO, CA 94947
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(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)
If this Form relates to the registration of a class of debt securities and
is effective upon filing pursuant to General Instruction A.(c)(1), please check
the following box. / /
If this Form relates to the registration of a class of debt securities and
is to become effective simultaneously with the effectiveness of a concurrent
registration statement under the Securities Act of 1933 pursuant to General
Instruction A.(c)(2), please check the following box. / /
Securities to be registered pursuant to Section 12(b) of the Act:
NAME OF EACH EXCHANGE ON
TITLE OF EACH CLASS WHICH EACH CLASS IS TO BE
TO BE SO REGISTERED REGISTERED
NONE NONE
Securities to be registered pursuant to Section 12(g) of the Act:
PREFERRED SHARE PURCHASE RIGHTS
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(TITLE OF CLASS)
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(Title of class)
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ITEM 1. DESCRIPTION OF SECURITIES TO BE REGISTERED.
On May 3, 1996, Broderbund Software, Inc. (the "Registrant") filed
a Registration Statement on Form 8-A (the "Registration Statement") with the
Securities and Exchange Commission (the "Commission") in order to register
preferred share purchase rights issuable in accordance with the terms of the
Preferred Shares Rights Agreement (the "Rights Agreement"), dated as of May
1, 1996, between the Registrant and Chemical Mellon Shareholder Services,
L.L.C., as rights agent ("Chemical Mellon"). On August 1, 1996, Harris Trust
Company of California, a California corporation ("Harris"), succeeded
Chemical Mellon as the Rights Agent to the Rights Agreement.
On June 26, 1998, the Registrant and Harris entered into the First
Amendment to Preferred Shares Rights Agreement (the "Amendment"), which
amends the Rights Agreement as originally executed. A copy of the Amendment
is attached hereto as Exhibit 1 and is incorporated herein by reference. The
Rights Agreement, as amended by the Amendment, is referred to herein as the
"Amended Rights Agreement." The Amended Rights Agreement is substantially
the same as the Rights Agreement as originally executed, with the following
principal exceptions:
ACQUIRING PERSON
The Amended Rights Agreement provides that none of The Learning
Company, a Delaware corporation ("Parent"), its subsidiaries, Affiliates or
Associates, including TLC Merger, is an Acquiring Person pursuant to the
Amended Rights Agreement solely by virtue of the execution of the Agreement
and Plan of Merger dated June 21, 1998 among Parent, TLC Merger and the
Registrant (the "Merger Agreement"), the acquisition of the Shares (as
defined in the Merger Agreement) by the Parent pursuant to the Merger, the
consummation of the Merger (as defined in the Merger Agreement), or any other
transaction contemplated by the Merger Agreement.
DISTRIBUTION DATE
The Amended Rights Agreement provides that a Distribution Date
shall not occur solely by reason of the execution of the Merger Agreement,
the consummation of the Merger, or any other transaction contemplated by the
Merger Agreement.
SHARES ACQUISITION DATE
The Amended Rights Agreement provides that a Shares Acquisition
Date shall not occur solely by reason of the execution of the Merger
Agreement, the consummation of the Merger, or any other transaction
contemplated by the Merger Agreement.
TRIGGERING EVENT
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The Amended Rights Agreement provides that a Triggering Event shall
not occur solely by reason of the execution of the Merger Agreement, the
consummation of the Merger, or any other transaction contemplated by the
Merger Agreement.
In all other material respects, the disclosure concerning the
Rights and Rights Agreement as set forth in the Registration Statement is
unchanged.
The summary of the Amended Rights Agreement contained herein or in
the Registration Statement as originally filed is qualified in its entirety
by reference to the Amended Rights Agreement.
ITEM 2. EXHIBITS
1. First Amendment dated June 26, 1998 to Preferred Shares Rights
Agreement, dated as of May 1, 1996, between Broderbund Software,
Inc. and Harris Trust Company of California, a California
corporation, as rights agent.
Pursuant to the requirements of Section 12 of the Securities Exchange
Act of 1934 the Registrant has duly caused this amendment to be signed on its
behalf by the undersigned, thereunto duly authorized.
Date: June 26, 1998 BRODERBUND SOFTWARE, INC.
By: /s/ Joe Durrett
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Title: Chief Executive Officer
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EXHIBIT INDEX
EXHIBIT
NO. EXHIBIT
1 First Amendment dated June 26, 1998 to
Preferred Shares Rights Agreement,
dated as of May 1, 1996, between Broderbund
Software, Inc. and Harris Trust Company
of California, a California corporation
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FIRST AMENDMENT TO RIGHTS AGREEMENT
Amendment dated June 26, 1998 ("Amendment") to the Preferred Shares
Rights Agreement ("Agreement"), dated as of May 1, 1996, between Broderbund
Software, Inc., a Delaware corporation (the "Company"), and Harris Trust
Company of California, a California corporation (the "Rights Agent"), the
successor to Chemical Mellon Shareholder Services, L.L.C., as Rights Agent.
Pursuant to Section 27 of the Agreement, this Amendment is being
executed by the Company and the Rights Agent for the purpose of amending the
Agreement as set forth below:
The Agreement is hereby amended as follows:
1. Section 1(a) shall be amended by inserting the following at the end
of Section 1(a):
"Notwithstanding the foregoing or any provision to the contrary in
this Agreement, none of The Learning Company, Inc. ("Parent"), its
subsidiaries, Affiliates or Associates, including TLC Merger Corp., is
an Acquiring Person pursuant to this Agreement solely by virtue of
their acquisition, or their right to acquire, beneficial ownership of
shares of the Company as a result of their execution of the Agreement
and Plan of Merger dated June 21, 1998 among Parent, TLC Merger Corp.
and the Company (the "Merger Agreement"), the consummation of the
Merger (as defined in the Merger Agreement), or any other transaction
contemplated by the Merger Agreement.
2. Section 1(i) shall be amended by inserting the following at the end
of Section 1(i):
"Notwithstanding the foregoing or any provision to the contrary in
this Agreement, a Distribution Date shall not occur solely by reason
of the execution of the Merger Agreement, the consummation of the
Merger, or any other transaction contemplated by the Merger Agreement.
3. Section 1(v) shall be amended by inserting the following at the end
of Section 1(v):
"Notwithstanding the foregoing or any provision to the contrary in
this Agreement, a Shares Acquisition Date shall not occur solely by
reason of the execution of the Merger Agreement, the consummation of
the Merger, or any other transaction contemplated by the Merger
Agreement.
4. Section 1(z) shall be amended by inserting the following at the end
of Section 1(z):
"Notwithstanding the foregoing or any provision to the contrary in
this Agreement, a Triggering Event shall not occur solely by reason
of the execution of the Merger Agreement, the consummation of the
Merger, or any other transaction contemplated by the Merger Agreement.
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5. This Amendment shall be deemed to be entered into under the laws of
the State of Delaware and for all purposes shall be governed by and
construed in accordance with the laws of such State applicable to
contracts to be made and performed entirely within such State.
6. This Amendment may be executed in any number of counterparts and each
of such counterparts shall for all purposes be deemed to be an
original, and all such counterparts shall together constitute but one
and the same instrument.
7. As amended hereby, the Agreement shall remain in full force and
effect.
Entered into as of the date first written above,
BRODERBUND SOFTWARE, INC.
By: /s/ Joe Durrett
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Joe Durrett, President
Attest: /s/ Tom Marcus
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Tom Marcus, General Counsel
HARRIS TRUST COMPANY OF CALIFORNIA, a California
corporation
as Rights Agent
By: /s/ Esther Cervantes
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Name: Esther Cervantes
Title: Vice President
